These Standard Terms and Conditions of Sale shall be incorporated into any contract
between Purchaser and Brother International Corporation (hereafter Brother) and
shall apply to all purchase orders issued by Purchaser. Unless specifically provided
herein or in a separate written agreement duly executed by Brother, the quotation
and this form constitute the entire agreement between Brother and Purchaser and
no other terms or conditions oral or written shall be of any effect. All orders,
whether placed pursuant to a quotation or not, are accepted only upon the express
condition that Purchaser agrees to the Terms and Conditions as specified herein.
Price and Delivery Terms
Price and delivery terms are F.O.B. Brother's nearest U.S facility and do not include
sales, use, excise or any other taxes. Our responsibility ceases when delivery is
made to the transportation company and any claims for loss or damage in transit
must be handled by the purchaser with the carrier.
No charge is made for standard boxing for domestic shipments. Purchaser will be
quoted and charged separately for export or special packing requirements.
To purchasers with a credit standing satisfactory to Brother, terms of payment are
cash in full, net 30 days. If at any time Brother deems that by reason of financial
condition of the Purchaser or otherwise, the continuance of production or shipments
is not justified, Brother may revoke its extension of Credit, enforce any security
interest(s) created hereby on all goods furnished by Brother to the Purchaser and
otherwise secure itself as to purchaser's performance of its obligation.
Changes, suspension or cancellation of any order by Purchaser may be made only upon
written approval of an authorized officer of Brother.
All Brother Gearmotor products are warranted against defects in materials and workmanship
FOR A PERIOD OF 2 YEARS from the date of our shipment. This constitutes Brother's
only warranty in connection with this sale, and is in lieu of all other warranties,
expressed or implied, written or oral. There are no implied warranties of merchantability
or fitness for a particular purpose that apply to this sale. If performance guarantees
are requested, they should be requested in writing. Full consideration will be given
to such requests when complete details of the proposed application are included.
Limitation of Remedy
Brother will repair or replace, at Brother's option, F.O.B. Brother's factory, freight
prepaid, any Brother Gearmotor proved defective in materials or workmanship if immediate
written notice of claim is made to Brother by Purchaser within 2 years from the
date of shipment. It is agreed that such repair or replacement is the exclusive
remedy available from Brother. Under no circumstances shall Brother be liable to
anyone for any special, incidental or consequential damages, whether the result
of negligence or otherwise.
The Warranty of Brother Gearmotor Products does not cover and Brother makes no warranty
with respect to:
- Failures not reported in writing to Brother within
the warranty period of 2 years after the date of our shipment.
- Failures or damages due to mis-application, abuse,
improper installation or abnormal conditions of temperature, humidity, dirt or corrosive
- Failures due to operation, either intentional or otherwise,
above rated capacities or in an otherwise improper manner.
- Product which has in any way been tampered with or
altered by anyone other than an authorized representative of Brother.
- Expenses incurred by the Purchaser in an attempt to
repair or rework an allegedly defective product.
- Product damaged in shipment or otherwise without the fault of Brother.
No products will be accepted for return unless authorized in writing with a returned
merchandise authorization (RMA) number assigned. Any returned goods must be returned
with transportation charges prepaid.
Regulatory Laws and/or Standards
It is the Purchaser's obligation to install and operate all Brother Gearmotor Products
in conformance with all applicable national or local laws and safety codes.
Brother represents that its Gearmotors are designed and manufactured such that they
do not infringe on any United States patent(s), and that Brother will, at its expense,
defend any claim charging such infringement and will save Purchaser harmless from
any adverse judgments resulting there from. Purchaser agrees to give Brother, prompt
written notice of any claim of infringement and to turn over to Brother the complete
control of any litigation involving such claims including the right to settle such
claims. This indemnity does not apply to Products which are incorporated by the
Purchaser into Products which are charged to infringe a patent or to Product which
is used by Purchaser in the performance of a method or process which is charged
to infringe a patent.
These Standard Terms and Conditions of Sale shall be interpreted in accordance with
the laws of the State of New Jersey.
If any of the terms and conditions shown here are determined to be invalid, illegal
or unenforceable, the remainder of these terms and conditions shall remain in full
force and effect.